Dixon Motors Property Limited

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY OR IN ANY OTHER CAPACITY WHATSOEVER OF EAC H OBLIGOR (AS DEFINED) TO EACH LENDER (A S DEFINED) UNDER EACH DESIGNATED FINANCE DOCUMENT (AS DEFINED) EXCEPT FOR ANY OB LIGATION WHICH IF IT WERE SO INCLUDED WO ULD RESULT IN THE SUPPLEMENTAL DEBENTURE CONTRAVENING SECTION 151 OF THE COMPANI ES ACT 1985

£50,000,000.00

£50,000,000.00

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM EAC H OBLIGOR (AS DEFINED) TO THE CHARGEE UN DER EACH DESIGNATED FINANCE DOCUMENT (AS DEFINED) AND ON ANY ACCOUNT WHATSOEVER

ALL FUTURE OBLIGATIONS AND LIABILITIES D UE OR TO BECOME DUE FROM EACH OBLIGOR (A S DEFINED) IN THE SYNDICATED REVOLVING C REDIT FACILITY AGREEMENT DATED 30TH JULY 1997 (THE "REVOLVING CREDIT AGREEMENT") ) TO THE CHARGEE AS SECURITY AGENT AND T RUSTEE FOR THE LENDERS (AS DEFINED) UNDE R EACH DESIGNATED FINANCE DOCUMENT (AS D EFINED)

ALL FUTURE OBLIGATIONS AND LIABILITIES D UE OR TO BECOME DUE FROM EACH OBLIGOR (A S DEFINED) IN THE SYNDICATED REVOLVING C REDIT FACILITY AGREEMENT DATED 30TH JULY 1997 (THE "REVOLVING CREDIT AGREEMENT") ) TO THE CHARGEE AS SECURITY AGENT AND T RUSTEE FOR THE LENDERS (AS DEFINED) UNDE R EACH DESIGNATED FINANCE DOCUMENT (AS D EFINED)

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£540,000 DUE FROM THE COMPANY TO THE CHA RGEE UNDER THE TERMS OF THE CHARGE

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All monies